Fantasy
by GrimmUlquigrrrl
Summary: Ulquiorra, a young think-off teacher, happens to come into contact of a different kind with one of his students. They trade fantasies weekly- but through these weekly meetings, could their fantasies change? Rated M
1. Chapter 1

Ulquiorra sat at his makeshift desk, which was really just a foldable plastic table in one of the corners of the well-illuminated room. He was constantly worried that one of the corners of the table would crack one of the many panels of mirrors lining the wall to his right. He opened the morning newspaper, flipping it open to the story about his place of work. The title was, "The Mind's Alternative to Sex?" He rolled his eyes at the ludicrous title, then began his reading.

_There's a new fad sweeping the edges of our city, but it has nothing to do with fashion. It's called 'thinking-off,' and it's all the rage. _

_Thinking-off is defined as the process through which a person can think themselves into an orgasm, and as obscure as it seems there is even a small school for it here in Van Lessen. It's called the School for Thought and its Uses, and though it does teach other classes (including kicking habits and self-help courses) their 'thinking-off' program is by far the largest. _

"_Thinking-off allows a single person to feel the joy of an orgasm without having to go out and find a partner," Leslie Surmath says of her practice. Surmath is the owner of STU and takes great pride in her business, she says, because "it just feels damn good."_

_She has a total of four employees working at STU, which is located on the third floor of an old multi-purpose building on 4__th__ and Webber. Out of these four only one is male._

_Ulquiorra Schiffer, the male employee, explains this phenomenon from his classroom. "Males reach a physical orgasm much faster and easier than women do, and so don't generally need the think-off technique to satisfy themselves," he says. "But I have been seeing an influx of men in my classes lately."_

_Surmath says this is natural. "Men may reach physical orgasm much faster, but a think-off orgasm is entirely different. As men are finding out about this, it's only natural for them to want to experiment with it."_

_Dr. Roy Fellicio, a neurologist, isn't sure thinking-off can count as an orgasm though. "An orgasm is due to high levels of activity in the DHCC area of the brain," he says, "and in order to truly be considered thinking oneself into an orgasm that same region has to show that type of activity." Greater research is being done to determine if thinking-off is really an orgasm, but everyone who's experienced it is sure that it is._

"_Oh, it's fantastic," LaKeesha Lake said as she stepped out of the classroom for the first time. "It's way better than I thought it was going to be." Her husband agreed with her. They now use the think-off technique at home together in place of sex, to protect Lake from her husband's HIV._

"_I do think that it is a real orgasm," Schiffer says. "It is as real as everything else this school does." And STU has, in fact, really helped people to fight their addictions, stop certain behaviors like nail biting, and even loose weight. From his 'classroom' in room 3D, which was previously outfitted as a dance studio for girls, Schiffer says he can "hear the sounds of people jumping up and down and screaming out thank-you's because they no longer feel the need to light up. _

_Yes, there's definitely a lot this little school does. And we here in the center of the city are going to start hearing more and more about it. Surmath plans to open another branch of the school in an old art facility near the center of town to be more convenient for some of her customers. _

_ Katie Katharta_

Ulquiorra nodded to himself. Well, he was glad that reporter had shown it in a good light. She had seemed rather dubious of the whole idea, but it had turned out to be a good article. It would likely bring them new business, which was always good. Ulquiorra was paid on a class-by-class basis.

He heard his door open and groups of shoes clacking against the light-stained wood floor, so he stood and turned around. The group was standing, most of them awkwardly, waiting for him to do his job. One couple waved at him, and he nodded back. They were regulars. "Hello, everyone," he addressed the mass, walking a few steps forward and ignoring his reflection following him, now on his left. "There's no need to be so shy, come on in. feel free to take your shoes off. There are some cubbies over there if you would like to put anything in there. I would recommend it."

All the shy people followed the Fitz's lead, placing shoes and other items in the cubbies, which were left over from when this room had been a dance studio but were useful enough. To avoid awkward standing time, Ulquiorra started coaching them while they put their things away. "Welcome to my class, my name is Ulquiorra. If that's hard for you to pronounce, you can call me Schiffer. As you can see, I have some yoga mats in a circle in the center of the room. Please feel free to sit and lay on them. Make yourselves comfortable."

"Now," he said as people started settling, "feel free to wave your hands over your chest or head during this, but please don't hit anyone. I also don't want you to touch yourself in any sort of a way that is sexual for you. What we are going to do in here is not cause what you may think of as an orgasm; you will not, for you men, get an erection, and none of you will exhibit the loss of any bodily fluids. What you _will_ do is experience something entirely new and different from what you may be expecting."

"You sure talk about this stuff pretty freely," one blushing man muttered.

"I don't see any reason not to," Ulquiorra responded. "Our society seems to have the notion that talking of bodily functions is inappropriate, which is ridiculous. Everyone has needs." He turned away from the man and back to the rest of the group, a total of seven people. It was the largest class he'd had yet. "You will need to exercise control over your breathing periodically throughout this, so just do as I instruct.

"I am going to ask that you draw your feet towards your hind ends and lay them flat on the ground so your knees stick up, just like the Fitz's have done," he continued, pointing at the eagerly grinning couple. "Remember that this is all about thought. Just stay with what works for you. That could be anything- a fantasy, a fetish, something more realistic- anything works."

One young woman, probably about eighteen, with blonde hair in crimped pigtails with pink and blue highlights and very provocative clothing, looked up at him flirtatiously. "What if our fantasy has to do with you?" she asked, moving her hips as though getting settles. Her lips were a horrible cherry red.

"As I said, stick with what works for you," he said tolerantly. "But please be aware that in reality, I am quite gay." The girl pouted, and he turned to the rest of the class. "If there are no more questions, then let's get started. I want you all to relax. Close your eyes. Imagine that a swelling of energy is starting in your feet and slowly pushing up toward your knees." He walked into their midst as the moaning started. He braced himself.

It was going to get a lot louder.

~!#$%^&*()_+_)(*&^%$#!~!#$%^&*()_(*&^%R$E#W

After his class was done and people were gathering their things from their cubbies, most of them looking rather starry-eyed, Ulquiorra had his back turned on the room as he organized a few stray papers. He felt someone come up behind him, someone who seemed taller than him so presumably a male. A large, tan hand fell onto the table by his work, the owner leaning heavily on it with swagger and getting very close to Ulquiorra. To the shorter, it was very clear that he was getting hit on. That was even more obvious when Ulquiorra looked up into those daring blue eyes. It was a rugged but clean-shaven man with wild blue hair that Ulquiorra had noticed before. Despite his odd appearance, or perhaps because of it, Ulquiorra thought he was quite a looker.

The man had a confident grin on his face, and looked like he knew just what he was doing. "Hey," he said as the room emptied, and Ulquiorra couldn't help but notice his very proportional muscles through his shirt. "That was pretty kickass. What are your hours of operation?"

"I'm here until five every day," Ulquiorra said, feeling definitively like this was the all-important, layered conversation before the move was made. He didn't bother to hide his interest as he cocked his head and said, "But we don't open until eleven."

"Mm, good hours," the man hummed. By now they were entirely alone. "So, I was wondering, what's "So, I was wondering, what's_ your_ fantasy? Maybe I could make it come true." He leaned closer. He was really laying on the charm.

"May I inquire as to who's asking?" Ulquiorra asked, allowing himself to react the same. The man quickly passed behind Ulquiorra and popped over to the other side, this time with his chest nearly touching Ulquiorra's shoulder.

"A magic man," he answered playfully.

"Really? Well," Ulquiorra said, turning back coyly to his papers, "even magic can't do what my fantasies do." The man leaned closer.

"Well, tell me and you may be surprised," he said.

"You really want to know?" Ulquiorra asked, shooting the man a wry look over his shoulder. "It's tentacle rape." The magic man didn't seem put off at all by that, instead keeping his easy smile.

"I'll see what I can do," he said, sliding away with a teasing touch to Ulquiorra's waist. Ulquiorra, intrigued by this unbelievable visitor, turned slightly to watch him saunter out. He didn't leave without sending Ulquiorra one last sexy look, Ulquiorra's next class flowing in around him. Ulquiorra couldn't keep from a small smile.

Well.


	2. Chapter 2

Grimmjow gave his invention a careful inspection, running his hand through his wild blue hair. It had taken him nearly three weeks to get it done, and even then he had to postpone what he should have been doing, but he was sure it would be worth it. That day in the think-off class, Grimmjow had found himself fantasizing not about something purely about himself, but about that oh-so-sexy teacher whose name was Ulquiorra.

Oh, was that man hot. With his pale, pale skin, big greens and chin-length black hair, Ulquiorra should have looked feminine, but he didn't. Even the slim, exotic green tear track tattoos on his face didn't take away from his appearance. It was clear that he worked out and took good care of himself, and Grimmjow loved that. He wasn't into girly men, not that he was into guys more buff than he was either. Ulquiorra was the _perfect_ balance between those two. Grimmjow had never seen such a beautiful specimen- and he was determined to see Ulquiorra's blissful expression.

But first he had to be sure that it was safe to put the instructor in the tall rectangular metal box that housed the man's fantasy. He had already checked it over half a dozen times, but he wanted to be totally sure that nothing could happen. He'd checked and rechecked that Ulquiorra would have about a foot on all sides once in the metal contraption so he wouldn't feel crammed in, and so his mechanical tentacles could move freely.

Actually, Grimmjow was kind of proud of the way it had turned out. He had about two dozen electrically run tentacles protruding from the walls, each one just a little more than two fingers in width with rounded tips. He had programmed them to do one continuous movement for a certain amount of time, then switch to another. None of them did the same thing at the same time, and they all switched at different intervals so it would be totally unpredictable for Ulquiorra. In order to make them able to flex and curl, Grimmjow had been forced to put segmentations in them- but he'd turned it into a good thing and made it so the joints oozed a slick lube. It would help with entry, plus get Ulquiorra all covered in the clear, shiny substance. Grimmjow shivered at the mental image.

Even better was the thought of Ulquiorra after climax. Grimmjow could directly control any of the tentacles, and he had a button to press that at any time would open a little hole on the blunt head of each worm-like tentacle that would spew the lube out as if they were cumming. He planned to use it as Ulquiorra orgasmed. And naturally he had cameras on the inside so that he could watch- and they recorded, so he could watch it as many times as he pleased.

But first, he had to check the safety again.

.:!:.:!:.:!:.:!:.:!:.:!:.:!:.:!:.:!:.:!:.

Ulquiorra packed is leisure book away into his briefcase, noting the page he was on. If he didn't have any work to do between classes he would usually read, and today had just been one of those days. He should have been working on the paperwork out on his desk, but he just didn't want to deal with this newfound situation. He sighed, closing his pack. He was just ready to go home.

He heard the door open and his eyebrow raised. It was the very end of the work day, and he knew he didn't have any more classes scheduled. "I'm sorry, we're closed," he said, not looking back. He knew how unfriendly he was being, but he was really ready to just be done. He wanted to go home and take a shower and finish his book and relax. He didn't want to have to deal with anyone else today.

"I know," a familiar suave voice said, and Ulquiorra blinked. "I just figured that you might want to know that I'm still quite interested in you."

"Well,if it isn't the magic man," Ulquiorra said, turning around in his chair and feeling a smooth look set upon his features out of instinct. And it _was_ the magic man, standing there with his hands in his pockets int he middle of the room and looking daring. Not just daring but dashing as well. Ulquiorra hadn't seen him since that first encounter three weeks ago, and he was even more attractive than Ulquiorra remembered him being. His tight blue t-shirt clung to his muscles enticingly, and that paired with his rough denim jeans gave a sexy, casual look. "I had just about given up on you," Ulquiorra said almost off-handedly, playing the hard-to-get. After all, he wasn't the kind to go down so easily. Flirting was like war; it all depended on who got smoked out first.

The magic man chuckled. "And here this whole time I've been working on your fantasy," he said, and Ulquiorra readily let his curiosity overpower previous grievances. He supposed this was another way to relax.

"Oh, really now?" he said, resting his arm on the back of the chair in an apparently casual gesture that opened his chest up for viewing. "And just how did you do that?" The magic man smirked triumphantly, like Ulquiorra had played right into his plans, and maybe he had.

"Well, magic, of course," the magic man replied, sauntering over the rest of the way. Ulquiorra very much liked the suggestive sway of his hips. "But magic isn't portable, I fear," the other man said. Ulquiorra smirked challengingly.

"You want me to go home with you," he said, easily reading between the lines. The magic man grinned.

"You read minds pretty easily," he said, putting one hand on Ulquiorra's chest and leaning in very, very close. Ulquiorra didn't lean away. "Are you sure _you're_ not magic?"

"Mm, not completely," Ulquiorra answered, letting his eyes lock on the tan man's very nice looking lips. He knew the other could see him do it, but that didn't dissuade him- in fact, it was half the reason he did it. "But I'm sure you can understand my hesitancy to follow you, a man I've only ever met once, to your house, which I have never seen, simply to witness a feat of magic."

"Oh, of course I understand," he said, his breath skimming across Ulquiorra's cheeks. "But you see, I've spent the past three weeks learning how to do this particular trick, and I'll be very disappointed if it would all be for naught." Ulquiorra's lips twitched upward a little.

"Well, I _would_ hate for you to be disappointed..." Ulquiorra trailed off, arching his back just the very tiniest it into the magic man's hot hand in a provocative way. "But I do have my safety to keep in mine, you know."

"Oh, I know," the magic man all but purred, clearly liking Ulquiorra's responsiveness. "What would I have to do to make you feel safe?"

"Well, I do feel rather comfortable with you," Ulquiorra said, locking with those blue eyes with a lusty expression he knew could drive most men to their knees. "I suppose all that's lacking is your name."

"My name?" the magic man echoed with a chuckle. A spark of mischievousness lit up in his stunning eyes. "How about you try to guess? Guess correctly and I'll show you another reason why they call me magic." Ulquiorra smirked a little. Clearly he was not the only one in this game who knew how to hide his cards.

"Is it Rumplestiltskin?" he asked with a playful look, and the magic man chuckled in a more belly-shaking way. Ulquiorra had a feeling that if they weren't currently courting the other man would have laughed uproariously, and Ulquiorra figured he probably had a pretty nice laugh.

"Not quite," the magic man said. "Let me give you a hint: it has two syllables."

"Albert, Louis, Francis," Ulquiorra started, "Joseph, Jacob-"

"Nope," the magic man said, dodging around Ulquiorra, who was now sitting sideways in his chair. For a second the hand on his chest was gone, and then there were two of them pulling him against a solid torso that was now behind him. The magic man's face was poking over Ulquiorra's shoulder, his nose almost brushing Ulquiorra's pale cheek. "Try again."

"Ulquiorra smirked as one of the magic man's hand rubbed slow, teasing circles on his upper stomach. "Hmm...Mica, Joshua, Thomas, Loren," he listed off, tilting his head to speak lowly in the other man's ear (as he'd been told he had a naturally slow, sexy voice), "Mason, Marcus, Kenny. Am I getting any closer?" he asked, inobtrusively slipping his hand behind them both to rest it on the magic man's ass. The magic man smirked more, and Ulquiorra took the initiative to slip his hand into the other man's pocket.

"Not at all," the magic man said.

"Mm, give me another hint," Ulquiorra said, leaning back against the magic man. There was a chuckle and a nip to his jaw.

"Alright, but it'll cost you," the magic man warned jovially.

"Oh, believe me, I am perfectly fine with any fee you can come up with," Ulquiorra murmured, returning the small foreplay-bite. Ah, he loved double antando. The magic man pulled him closer, his hand dipping lower.

"You know, if you keep saying things like that I'll be forced to work my magic here and you won't get to see my grand feat," the magic man said. Ulquiorra decided it was his time to chuckle.

"My hint?" he said.

"The letter G," the magic man allowed. Ulquiorra hummed.

"Well, let me see," he said. "Uh... Garrett... Germaine..."

"Germaine?" the magic man asked with a dubious smile and a cock of the brow.

"A Catholic saint's name," Ulquiorra supplied. The other man smirked.

"You're Catholic?" he asked.

"Born and raised," Ulquiorra confirmed, and he got another chuckle that under any other circumstances would be a laugh.

"Am I the only one who sees the irony in a good little Catholic boy teaching people how to masturbate with their minds?" he asked.

"No, you're not," Ulquiorra assured. "So if your name isn't Germaine, could it be..." Ulquiorra whipped his hand out of the magic man's pocket, the other man's driver's license held between two fingers, "Grimmjow Jaegerjaques?" he finished, looking slyly behind him at the other man's enjoyably shocked expression. The look melted away into a cat-like smile as the license was snatched back.

"Oh dear, oh dear," the magic man- Grimmjow- said, backing away and tutting. Ulquiorra disliked the lack of contact. "I do believe that's cheating, Ulquiorra. Perhaps I should add an additional fee for that." Ulquiorra turned around smoothly, grabbing Grimmjow's face and tilting it up to look him in the eye. He made sure that their mouths were so close that Grimmjow could feel his lips move as he spoke.

"Keep saying things like that and I'll be forced to make you work your magic right here, and you'll never get to show me your grand feat," he said, nearly growling. Grimmjow tilting his chin up further, smiling triumphantly again.

"Oh, so you'll come with me now?" Grimmjow asked.

"I did say is would, once I knew your name," Ulquiorra replied. Grimmjow stood up.

"Great," he said. "My car's outside."

.:!:.:!:.:!:.:!:.:!:.:!:.:!:.:!:.:!:.

It wasn't a long drive, only about two minutes or so, but Ulquiorra spent the whole time massaging teasing patterns on Grimmjow's thigh. He strayed closer and closer to the large (or rather very large, he noticed) tent in the other man's jeans before skittering away, and it was very clear that his teasing was arousing Grimmjow more. Good. That was kind of the point.

By the time they pulled into the driveway, it was all too clear just what Grimmjow wanted. The man nearly pulled Ulquiorra out of the car and into the light blue house, but Ulquiorra didn't mind; he had always been one for rough treatment, and damn if he didn't love Grimmjow's firm grip on his arm. He let Grimmjow drag him into the house, where the blue haired man immediately pinned him to the wall and started eating his face hungrily. Ulquiorra smiled coyly into the kiss submitting easily and letting Grimmjow's tongue plunder his mouth.

Grimmjow pressed Ulquiorra firmly against the wall, sliding his hands up Ulquiorra's thigh quickly but sensually. Ulquiorra lifted his leg slightly to show his responsiveness, chuckling playfully. He had suspected from the moment that Grimmjow had told him that he had to follow him home that this was what the other man planned. He let his tongue flick out, rubbing against Grimmjow's, and the other man growled.

Grimmjow ground his hips into Ulquiorra's hard, and Ulquiorra could very much feel his arousal slamming against his pelvis. He came to the satisfying conclusion that Grimmjow had a very large organ. Anticipation began to make his skin tingle; God, it had been too long; he really wanted that large, hot cock pistoning into him and ripping him apart. He shuddered, grinding back as his own length began to awaken.

Grimmjow bit down on Ulquiorra's lower lip, not hard enough to break the skin but definitely hard enough to leave a bruise, and Ulquiorra whined. Oh God, he fucking _loved_ harsh treatment. Ulquiorra let Grimmjow swiftly unbuckle his buckle, pulling it out and throwing it aside with a metallic twang, then immediately rip his pants away. Ulquiorra shivered as his legs were exposed to the air, then moaned appeasingly when his boxers were thrown to the ground. Grimmjow hefted hi up, scraping his back against the wall, and Ulquiorra kicked the bunched clothes away. Grimmjow set him back down.

This time as their hips ground together Ulquiorra's slowly hardening cock was rubbed against thick, rough denim, ad the feel was incredibly sexy. Grimmjow released his abused mouth to bite down on his neck, and Ulquiorra readily tilted his head away to bare his neck better as he felt large, warm hands grasping his ass firmly. For some reason, knowing that he was still half clothed made this feel even more risqué than it was- and it was, and strangely dangerous, as Ulquiorra had only ever met this man once before, but that was why he liked it.

Ulquiorra let out a tiny yelp as Grimmjow bit down particularly hard, feeling is now half-hard cock throb. "You," Grimmjow accused, "make it very difficult to control myself."

"So don't," Ulquiorra urged, gyrating his hips up suggestively. Grimmjow growled again, grabbing Ulquiorra's white button up shirt and tearing it open, the buttons skittering on the floor. Ulquiorra didn't mourn the loss. "Fuck me into the wall, Grimmjow." Grimmjow bit down _hard,_ like he was really trying to take a bite out of Ulquiorra's shoulder, his canines sinking into Ulquiorra's muscle. Ulquiorra shouted explosively.

"You fucking tease," Grimmjow growled. Ulquiorra found his mouth mashed against Grimmjow's own, and readily closed his eyes as he tasted his own blood. He gasped as Grimmjow roughly fingered his hole, plunging two dry fingers into his body impatiently. Oh, that felt so...it stung so _good._ It really had been too long since Ulquiorra had satisfied himself in a way other than thinking off.

Ulquiorra felt his feet collide with the ground suddenly, his knees almost collapsing. He hadn't even noticed that he was off the floor again. Grimmjow had abruptly pulled away, and Ulquiorra was caught so off guard that he almost fell flat on his face. He was given no time to regain his footing, and Grimmjow immediately grabbed him and dragged him roughly across the room to a door; when he opened it Ulquiorra saw a carpeted staircase leading down into the basement, and grimmjow let him go and urged him down. Ulquiorra went.

"You better put on a helluva show," Grimmjow said huskily, driving Ulquiorra down the stairs. "I spent a shit-ton of time on this, and you'd better love it." Grimmjow flicked the light on, and Ulquiorra stopped and blinked. The whole basement was a huge... Ulquiorra didn't know what to call it. A workplace? There were tools all over the place, wires and metal machines that Ulquiorra had never seen. What on earth did Grimmjow do down here?

Grimmjow shoved him forward, and he stumbled into the dimly-lit concrete cave. He nearly ran into a large metal box, about the size of an old telephone booth, before he stopped himself. "Close your eyes," Grimmjow ordered, and Ulquiorra immediately did. He adored that barking tone. He felt Grimmjow grab him and turn him around, and heard the creaking of the door of the box being opened.

"Don't open your eyes until you feel something touch you," Grimmjow commanded. "If you do the magic trick will be ruined. Oh, and by the way- you did tell me tentacle _rape,_ so it doesn't matter how much you scream for it to stop it'll keep going. If you have a problem with that, you better say so right fucking now." Ulquiorra felt his eyebrows go way up. Wait, there was actually a magic trick? How on the face of the fucking _planet_ could Grimmjow have made tentacles? And yes, that was what he'd said. Ulquiorra shivered heavily, but stayed silent.

"Good," Grimmjow said, hefting Ulquiorra into the box. Ulquiorra felt his libido kicking up at his imagination's now wild ramblings. "Have fun." Then there was a bang as the heavy door shut, and Ulquiorra was trapped inside. Behind his lids it was completely black, like there was no light at all, and he wanted so very badly to open his eyes. There was anticipation fluttering in his stomach, maybe mixed with doubt but still there. If Grimmjow was playing a game on him, it would be cruel as all hell.

The seconds ticked on, and all Ulquiorra could hear was his own labored breathing.

Then, out of nowhere, he felt something cool and slick wrap around his ankle and his eyes snapped open. A tentacle, a chrome tentacle with worm-like segments and a blunted head, hovered in front of his face. He gasped, his cock going from mostly hard to full-on fucking raging. No way. _No way._

There was a sound like a whisper, and suddenly movement on all sides. Ulquiorra started and looked around him, and his mind went completely blank. Tentacles. Hordes of tentacles, all around him, hovering there as if assessing him. _Holy fucking shit._ His cock throbbed.

He felt something wrap around his other bare ankle and looked down, seeing another tentacle holding his leg. In a daze, he bent down as if to unwind it, like he didn't know what it was and what it was doing, leaving his ass in the air for the tentacles' viewing. He'd forgotten all about the outs world. He didn't care that some vague, mysteriously dull light source was allowing him to just barely make all this out in the darkness. He was an innocent man, who had decided to walk through an abandoned tunnel on his way home from work.

A tentacle wound itself around his wrist as he tried to undo the one on his ankle, snapping his arm up over his head as the two below pulled his legs suddenly apart. He gasped, surprised, and sent his only remaining free limb to try to free himself. He struggled a little, but the tentacles wouldn't budge. His character started to get nervous, and eh tugged a little harder on the tentacle binding his wrist. The way they were all just sitting there watching him was ominous.

As if sensing his thoughts, they all of them came closer at the same time, just close enough to barely touch their heads against him, and he tried to shrink away. He didn't want these things touching him. They followed him where he moved, and began to move themselves slowly in little circles- they were everywhere, on every patch of skin. Ulquiorra could feel them moving slickly against his abs and thighs, and his calves and ass, and moving the fabric of his open shirt around on his back, and far too close to his throbbing intimate areas. He grimaced and pulled harder.

He gasped and jumped as one tentacle slid harder against his sensitive obliques, jerking away. Another one on the other side jabbed his waist, driving him back towards the other. He buckled one knee as he was stroked hard on the back of his thigh. His scared breaths began to come harder as every tentacle began to move against him one at a time in rapid succession, and he tried to move away. There was nowhere to go. They were all around. He was trapped.

He pulled more frantically as his heart sped up, feeling fear creeping in. What were those things going to do to him? His throat became dry. He had to get away from here, but there was nowhere to go. He clawed at the tentacle on his wrist; as if upset with him, another one whipped out and pulled his only moveable limb out to the other side. He panicked, finding himself standing suddenly spreadeagled and vulnerable.

One tentacle almost gently started running over his inner thigh, so close to touching Ulquiorra's hard-on, and Ulquiorra found his voice. "Stop!" he shouted, trying to squirm away. "Let me go!" His voice fell on deaf ears, and he gasped as another tentacle rubbed his left nipple around in circles. "No! Stop it!" Why would that feel so good? How could he be turned on by giant _worms?_ But his aching cock couldn't be denied. God, he'd never been so hard! What the fuck was wrong with him?

He could feel all-too-acutely all the _things_ squirming against his bare skin, each one moving in a different way. There were varying pressures, patterns, and just when he was learning to cope one or the other or that one changed its movement. It was impossible to deal with it- it overwhelmed him completely, and he still struggled in vain. He hated that it felt so good. He didn't even know what these things _were, _but having them all caressing him, getting his body slimy with their clear, slick goo made him fucking hard. He was disgusted with himself.

He let out a surprised, strangled cry as one tentacle strayed too far up his leg, pressing against his erection. The sound, and the instantaneous jolt of lustful pleasure, startled him. But his body bucked into the tentacle without his consent, and he couldn't hold back a moan even though he wanted to stay silent so badly. This was _so wrong._ But the tentacle kept laving its shockingly cool body against his heated flesh, and the near-liquid gel that covered it sloughed off onto Ulquiorra's rod and dripped down onto his balls, and Ulquiorra's knees shook. He squeezed his eyes shut.

He shouldn't have done that. As if taking advantage of his vulnerability, a tentacle struck. Ulquiorra's eyes popped open as he felt his ass roughly violated by a round, cold, flexing rod, shouting, "Ahah!" His whole body tensed, his passage spasming around the tentacle that stretched his hole out ruthlessly despite its relatively small circumference. Ulquiorra hadn't had sex in nearly two years- the intrusion burned, and he jerked on the tentacles holding him. Suddenly he realized that _this was really happening._ He was being raped by sub-human organisms. He struggled.

"Get out!" he cried, but the tentacle didn't listen. Immediately it began twisting around sickeningly inside of Ulquiorra's body, and Ulquiorra tried to wriggle away; there was nowhere for him to go, and the other tentacles were still stroking his oversensitive skin. He jerked his hips as the tentacles on his hardness moved to his abs, leaving his weeping, red cock alone- and to he horror, he missed it. He groaned in loss, even as he enjoyed the feel of another blunt head against his underarm.

"Uah!" he shouted as the tentacle still in his ass hit his prostate, and total pleasure flooded his mind momentarily. He had forgotten how _intense_ that was. "Ooooohhhhh..." he moaned, eyes closing as he felt himself surrender. It was pointless to fight anymore, wasn't it? He was caught. There was nothing else he could do. His mind still fought, but his body went still. He allowed a low groan to slide past his lips as the tentacle barraged that spot inside of him, his cock throbbing between his legs.

"Hah, ahh," he panted as a playful tentacle flicked his nipple. He was surprised at how sensitive he was there, since it normally wasn't a place the thought to fondle on the rare occasions he chose to relieve himself, but in a far-back, taboo part of his mind he loved it. There was one tentacle now trailing up and down the back of his thigh so feather-lightly that he hardly felt it and it was teasingly sexual.

He let the tentacles have their way with him, secretly loving the way that the one inside him hit his prostate oh-so-good. God, it was official, he was insane. But his cock was upright and swaying like a ship's mast between his legs, and he was so covered in the slime now that it dripped sensually wherever it gathered up. He bit his lip as another tentacle started to rim his slowly less burning hole around the tentacle still inside, surprised at how good it felt. His entrance started to twitch, and it was such a strange feeling but Ulquiorra enjoyed it.

Then the tentacle rimming him thrust in, and Ulquiorra cried out in pain. Oh, God! The tentacles each began to piston, and Ulquiorra began to struggle again. "No, no!" he cried, feeling his eyes tear up. Ulquiorra was sure that the both of them together were bigger than any cock he'd ever had inside of him, and his asshole was stretched thin trying to hold both of them. Even though one and then the other was hitting his g-spot, it hurt on the inside too. He wasn't made to fit them both inside him.

"Out! Get out!" he shouted, tension his passage as if he could push them out. He knew that wouldn't help the pain, but it was a bodily reaction that he couldn't control. He raised his voice higher. "Help! Somebody help me! Help! Hey!" Somebody_ had_ to hear him. He knew he was pretty far into the tunnel, but there had to be _someone_ walking by. He heard his own voice echo around him, just a little. "Hel-!" He was choked off in his frantic screaming by a tentacle making use of his open mouth. He gagged as he found his throat suddenly occupied, and that was painful too, if only for its suddenness.

He pulled harder on the tentacles holding his arm immobile, but gained no purchase. The tentacle's gel tasted like absolutely nothing on his tongue, and he could feel it sliding down his throat and still tried to cry out. "Mmmg, unghhhhng!" he shouted, trying his best to keep from feeling the sudden pleasure of both tentacles whacking his prostate at once. No, he didn't want this to feel good! He took back his surrender! But the tentacles didn't care, and Ulquiorra's voice hit a moaning pitch as one tentacle curved and bit wildly into his prostate. His hips bucked. No, no, no!

Before he could make another noise, the barrage on that spot picked up the pace so drastically that a loud keen came out of his abused throat. His cock jumped, his balls tightening, and he hated that he loved it so much. It was too much, too good, too bad. What the fuck was wrong with him? "N-n-ngh," he grunted, eyes wide as he was given a triple-hit right to that spot. Oh, God, this was sick and twisted! But his dick was an angry red and swollen to full size, and no matter how much he wanted to he couldn't deny it.

"MMMNNNMMMGGGMMMHHMMMM!" he cried as yet another tentacle crowded itself into his already too-full ass. Oh, God above, please no! No more! He felt a hot tear slide down his face, and he hated himself for showing weakness to these things. The burn was excruciating and laced up his spine, but he could tell from experience that somehow he hadn't torn, although he felt like he had. But any more and he would break into two. He already felt that he was ripping apart inside. It was too much! Too much!

The unceasing pleasure kept rolling through the pain, adding insult to Ulquiorra's injury. He thought crazily that he'd never be able to walk again. He sobbed around the tentacle as his cock twitched, his ass finally unable to tense any more. It just couldn't. He despised that his body could find pleasure in this, in being stretched to bursting, in being violated, in being held down and forced to submit, but the way that the bundle of nerves inside of him was being used was incredibly hot. Underneath the goo, he was sweating.

"Mhm!" he cried, feeling all three tentacles attack that spot. It almost hurt, the intensity of it, but it felt so, so good. He looked down and saw that his normally flat stomach was writhing with the movement of the things inside of him, and he squeezed his eyes shut. He didn't want to see this, he wanted to imagine that he was somewhere else, but it was useless. He couldn't stop the arch of his back or the buck of his hips as both his nipples were toyed with against his will, or the tortured, pleasured moans that slid out around the intruder in his mouth. He swore, these damn things knew exactly what to do for him. It was horrifyingly good.

He keened again as the pace sped again, and he found himself triple fucked at an inhuman speed. His eyes broke open once more, going wide in pleasure. His stomach coiled, and he hated that he knew where this was going. He was so close to cumming- it was shameful. He hated it. "Mmmn-aaaah!" he shouted, the tentacle in his mouth pulling out. He gasped for air out of reflex, the sudden movement making his throat ache. "St-stoooOOp! Too much! Oh, God, too much, too much, please!"

His mind was gone, completely masked by the white that was clouding his vision. He couldn't say that it didn't _feel so good_, he needed to cum-he needed them out-he had to blow his load-they were violating him-his cock was so hard it hurt! Oh, _oh!_ "Ah, ah, ah, haha, ahh," he moaned incoherently, reaching fever height. His body squirmed, and he could feel _every damn tentacle_ touching his skin. It was complete overload, and it felt so good, even with the pain of his stretching hole. He shouted.

The tentacle that had left him neglected before went back to its post, and the cold touch on his throbbing cock was too much.

He screamed out his release, every nerve snap-frizzle-frying in the total fucking _pleasure_ eating him alive. Oh, he'd never cum so hard. It came flying from his cock, and his balls were spasming so good. The tentacles all froze, and then Ulquiorra found them spewing their own clear juices onto him. He was coated in it so thick, and he could feel his gut expanding as all three tentacles inside him released.

It was intense but quick, an when it was done the tentacles retracted quickly, leaving him to slump onto the floor. He leaned heavily against the wall, gasping for air and shuddering. God, that had been _so erotic._ And the pain had been just the spice he'd needed to take it up to the point of no return. He felt his sore ass gaping open, the fluids leaking from him in gushes and out onto the floor. He was a sticky mess. The afterglow began to fade, just the tiniest bit, and Ulquiorra knew he'd be thinking-off to this for the rest of his life. The door opened with a metallic reak, and Ulquiorra squinted at the sudden light.

"You okay in there?" Grimmjow asked as Ulquiorra's eyes adjusted. Ulquiorra spotted something and raised a brow.

"You have a glob of white on your pants," he said blandly.

"Well, what did you think I was doing out here?" Grimmjow asked easily, but Ulquiorra was sure he saw just a little blush. He smirked through his heavy panting.

"Working magic, obviously," he said, taking the hand offered to him and shakily getting up. "That was fantastic. Do you have a shower?"

Grimmjow smirked back. "Why, yes. There's one right down here, in fact." He pointed to a door in the corner, still gripping Ulquiorra's elbow to keep him from falling. Ulquiorra let him lead him over.

"What's your fantasy, Grimmjow?" he asked coyly, gripping the door to keep standing as Grimmjow let go. Grimmjow's smirk grew, and he leaned down a little. His blue eyes sparkled mischievously.

"I have a lot of them, Ulquiorra," he said, and the way he purred out Ulquiorra's name made the pale man shiver.

"Make a list," Ulquiorra said. "I can work some magic, too." Their faces were so close together, and there was a sexual tenseness hanging in the air; then Ulquiorra moved back, his eyes dancing, and shut and locked the door.

As much as he enjoyed the prospect of Grimmjow bursting in and nailing him, he figured that would have to wait for another day. He was exhausted.

_**Ah-ha-ha! I bet you all thought I'd given up on this little beauty! Don't worry, it is still a continuing story, and some actual plot will show up in a few chapters here. Please let me know if you liked it- tentacles are a fetish of mine, so I hope I did it justice. Thanks!**_


End file.
